EFTA01051626.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: Lany <la Subject: Re: Gulfstream G550 SIN 5173 LOI Date: Tue, 21 Mar 2017 16:23:12 +0000 darren is writing an email for you to send On Tue, Mar 21, 2017 at 12:20 PM, Larry c wrote: Jeffrey and Darren Should I email Josh and ask for lighting strike data? Or phone call? What should I say to josh? Thx tarry You make mention of "No material damage History the repair of which would constitute a Major repair", During my visit to Oakland to view the aircraft, I arrived at 1pm in SFO and drive to OAK,. I had brief time to inspect the plane before Chevron closed the hanger doors at 4:30pm,. I was presented a mountain of log books to view,. During my viewing, which was brief, I didn't see a log book entry for Lighting or bird strike,.whether it was there, i couldn't say,. It took Westfield 5 days to review log book during ACRS PreBuy inspection. 4. Key aspects of the purchase agreement terms that are already listed in the LOI are the Delivery Condition (Paragraph 5B), which generally appears to be satisfactory, so long as we don't mind that airworthiness requirements are limited to airworthiness for operations under FAR Part 91, the corrosion condition is "no material corrosion beyond manufacturer's allowable limits", and the damage condition is "no material damage history, the repair of which could constitute a "major repair" as such termini defined in 17 CFR Part 43, Appendix A". So if we want to make sure we are comfortable with damage and corrosion we should inspect records during the initial inspection to determine what if any damage and corrosion there has been before we sign a purchase agreement. Sent from my iPad Begin forwarded message: From: Darren Indyke Date: January 26, 2017 at 12:07:14 PM EST To: Larry Visoski <S> Cc: Jeffrey Epstein <jeevacation@gmail.com> Richard Kahn < Subject: Re: Gulfstream G550 S/N 5173 LOI Overall, if you are really interested in the aircraft at a $ l6MM price and don't mind the fact that you will not be able to lock it up until you actually sign a definitive agreement, then the terms proposed in the LOI do not seem particularly unreasonable. Specific comments are provided below: I. On the one hand, The LOI is completely non-binding and a sale has not been authorized - See Paragraph 6C. The LOI can be terminated at any time by either party by giving notice to the other - See Paragraph 4. EFTA01051626 2. On the other hand, it requires a deposit of $1MM within 2 business days of Seller's acceptance (albeit a refundable one - until the purchase agreement is signed) - See paragraph 1A. It requires a visual inspection of he aircraft and a records inspection in Oakland, CA within 3 business days after acceptance, and an affirmative election to proceed with the transaction within 1 business day following the initial inspections - See Paragraph 2. 3. While a binding deal requires the parties execute a definitive purchase agreement, many of the terms of that agreement are set forth in paragraph 5, making a negotiation outside of those terms less likely to result in a deal. Seller will provide the initial draft within 5 business days after acceptance and the parties have 15 business days to execute a purchase agreement or the LOI will terminate, if it does not terminate earlier at the election of either party - See paragraph 4. 4. Key aspects of the purchase agreement terms that are already listed in the LOI are the Delivery Condition (Paragraph 5B), which generally appears to be satisfactory, so long as we don't mind that airworthiness requirements are limited to airworthiness for operations under FAR Part 91, the corrosion condition is "no material corrosion beyond manufacturer's allowable limits", and the damage condition is "no material damage history, the repair of which could constitute a "major repair" as such termini defined in 17 CFR Part 43, Appendix A". So if we want to make sure we are comfortable with damage and corrosion we should inspect records during the initial inspection to determine what if any damage and corrosion there has been before we sign a purchase agreement. The test flight limitations in paragraph 5E include Chevron pilots run the test and Purchaser's and Gulfstream reps can request specific flight test items only so long as the items are agreed in the purchase agreement so we would need to make sure we have agreement as to what will be included in the flight test before we sign the purchase agreement. Also, the flight test will not include stalls, power plant shut downs, APU operation outside of normal limitations and unusual altitudes, so to the extent any of those types of tests are normally something Larry and his team require for a flight test, then they need to address this now before we sign the LOI. 5. Test flight and pre-purchase inspection must commence 2 business days after execution of the purchase agreement if possible. Rejection or acceptance with our without requiring discrepancy corrections must occur within 2 business days after inspection and presentation of the formal inspection report - See 5F. 6. Discrepancies to be corrected are only the items which cause the aircraft not to comply with the Delivery Conditions and will not include cosmetic discrepancies. Seller has to "promptly" cause the correction of legitimate discrepancies noted during the inspection. See Paragraph 5F 7. Interestingly, Paragraph 5F provides that if Purchaser rejects the aircraft for permissible reasons, i.e., failure upon inspection of the aircraft to conform to the Delivery Conditions, then Escrow Agent returns the deposit and Seller has to reimburse Purchaser for all reasonable inspection and/or movement expenses already incurred. Paragraph 4F makes no reference to what happens if Purchaser accepts subject to correction of legitimate discrepancies and Seller fails or refuses to correct. Though I assume that Seller's counsel would have no objection to including a failure by Seller to correct and/or deliver after acceptance as requiring an Escrow refund and a reimbursement by Seller as well. If I had my choice, I would prefer that correction be made in the LOI and not wait until the Purchase Agreement. That is probably the only correction I would make at this point if you are ok with proceeding. 8. All costs and expenses associated with the movement of the aircraft for test lights and to the closing location are to be borne by Purchaser - Paragraph 5G - but as stated above under paragraph 5F are reimbursed if the aircraft is rejected. I am sure we can make it clear that this also means if the Seller fails to deliver a corrected aircraft after acceptance, then reasonable inspection and movement costs and expenses must be reimbursed and the escrow returned.. 9. One of the conditions to Seller's obligation to close is Seller's receipt and approval of financial information regarding Purchaser, and the solvency of Purchaser - See paragraph 5H. This, combined with EFTA01051627 the fact that in paragraph 6C there is an acknowledgement that the parties do not yet have the authority to enter into the Potential Transaction makes me wonder whether Chevron's people must still clear with the board whether or not to sell to you. 10. There are confidentiality provisions, a selection of California law and a fairly lengthy arbitration clause providing for AAA Arbitration of disputes in California - Paragraph 6A and 6F.. 11. Paragraph 6G provides that each party will bear its own expenses in connection with the LOI and the Transaction, which is inconsistent with the provisions dealing with movement expenses, flight test expenses and pit-purchase inspection expenses and/or a reimbursement by Seller of the same to Purchaser. But that is just a linguistic anomaly and which we could correct in the purchase agreement. Please advise how you wish to proceed. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2017 Darren K. Indyke, PLLC — All rights reserved. On Jan 25, 2017, at 9:08 PM, Lany Visoski c wrote: 5173 LOI for your review, Thx Larry Sent from my iPhone Begin forwarded message: From: Josh Mesinger Date: January 25, 2017 at 8:29:01 PM EST To: Larry Visoski •rz > Subject: Gulfstream G550 SIN 5173 LOI Larry, EFTA01051628  Attached, please find a revised LOI for the sale of Gulfstream G550 5/N 5173. This reflects the terms under which Chevron is prepared to move forward with this sale at $16,000,000 which are aligned with our prior discussions. If your principal is ready to proceed, please return an executed copy and Chevron is prepared to countersign this and move forward. Let me know if there are any questions and keep me updated about your plans to see the Aircraft in Oakland. I have also attached wire transfer instructions for Kirk Woford, President at Insured Aircraft Title Service for the deposit. Thank you. Josh Josh Mesinger, Vice President Mesinger Jet Sales 3025 47th St., Suite D2, Boulder, CO 80301 Ph: Fax. Cell Website: www.jetsales.com A Legacy Of Aviation Innovation Co-Chair & Proud Sponsor of the 2017 NBAA Leadership Conference February 14 -16, 2017 - Miami, FL Hyatt Regency Hotel https://www.nbaa.orgieventilleadership/2017/ please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA01051629